Transformers 2: Revenge of the Fallen
by Wile E. Coyote
Summary: Sequel to my version of Transformers. An ancient history between Earth and the Transformers is revealed as The Fallen and the Decepticons hunt down Sam Witwicky to obtain the key to destroying the world. T for violence and character deaths.


**Hello to everyone and anyone who reads this fanfiction. This is my adaptation of Transformers: Revenge of the Fallen. While the film was good, there were some problems. This story is a continuation of my adaptation of the first film, so some things will be different from the actual films (e.g. Bonecrusher survived, Sam and his family live in New York, and also the inclusion of my own Decepticon called Wildfire). Characters may be altered personality-wise or their fates, and the Twins will be less "offensive" as they were to people who saw the film. Anyway, enjoy! **

**Transformers 2: Revenge of the Fallen**

**Chapter 1: The Foreboding Message**

_Fate rarely calls upon us at a moment of our choosing. _

**Shanghai, Hong Kong, China**

Shanghai was in the middle of a fusion between its historical architectural era and the new industrial era that had made it one of the best industrialised cities in the world. One side of the city was a full of beautiful buildings many years old, covered in flowers, and statues of dragons and qilin. The other side was lost in the industrial era, factories, large skyscrapers, and other fancy-looking buildings were conquering the city's skyline.

In a recently constructed industrial estate, the lights had not yet been added in, leaving it looking like a dark and dangerous location, where plenty of creatures could lurk in hiding. Several tramps and petty criminals had already settled in the dark alleyways, and it was relatively quiet in the estate, mainly because it was the late hours of the evening. Interestingly though, there were some rather peculiar characters patrolling the streets of Shanghai tonight. One of these people stood on top of a parking lot opposite the estate. The 24-foot tall form of the alien robot stood with his arm on his hips, examining the site. The moon appeared from between the clouds that covered the sky, highlighting the features of Optimus Prime, leader of the Autobots.

Red and blue in colour, Optimus had the features of a longnosed-truck, his vehicle disguise mode. Six wheels were built into the back of his blue armoured legs, window frames of his truck mode's windscreen appeared as his chest, smokestacks on his shoulders, a red flame pattern covering his torso and arms. He stared down with blue optic eyes, placed in a blue-armoured helmet, his mouth covered by a faceplate. He pressed a button on his chest and spoke into it.

"This is Optimus Prime, are you in position, Major Lennox?" asked Optimus into a radio speaker.

"_This is Major Lennox, standing by,_" spoke an American man over the radio.

Optimus looked up as a flock of armoured helicopters, black military choppers and white Chinese police choppers, flew overhead towards the industrial estate. In one chopper leading the fleet were several American soldiers. There was Major William Lennox, formerly a Captain who was promoted several ranks for his assistance fighting alongside the Autobots two years ago in Manhattan; Master Sergeant Robert Epps, an African-American bald-headed man who worked as a US Airforce combat controller; Second Lieutenant Jorge "Fig" Figueroa, an American of Spanish decent and the godfather of Lennox's daughter Chloe; Sergeant Yuji Tanaka, a Japanese man of few words; and newcomer, Graham Jones, a First Lieutenant in the United Kingdom Special Forces.

After the Autobots' victory in Manhattan, the UN and the Autobots formed a worldwide military and political organization to counteract any future attacks from Decepticons or other alien forces, and there was much secrecy about the group, dubbed NEST or "Networked Elements: Supporters and Transformers". Lennox was one of the leading members of the organization, and leader of the approaching operation about to occur in Shanghai.

"Alright, here's the plan. We track down the Decepticons, and we hit them hard and hit them fast," explained Lennox to his men. "One squad of choppers and armoured vehicles will come in from the left, another from the right, and we'll come in from the middle on foot."

"So it will be a two-pronged attack, Major?" asked Graham in a Scottish accent.

"Precisely," said Lennox with a nod before turning to Epps. "Ready to bring the rain?"

"As always," said Epps with a confident smile.

"Ready when you are Will," said Fig, giving Lennox a thumbs up although he nearly took the Major's eye out with his thumb.

Tanaka gave a reassuring silent nod. Lennox smiled at all of his friends' readiness and spoke back into the radio.

"We're all ready to move out, Optimus," said Lennox into the radio.

"Excellent, Major," said Optimus. He glanced down from his spot on top of the parking lot to see a convoy of SUVs, armoured trucks and buggies, and several police cars driving along and separating down various paths to surround the estate. Optimus pressed his radio com again.

"Ironhide, report," said Optimus.

"_Ironhide here, Prime,_" said the gruff voice of Ironhide over the radio. Ironhide was the Autobots' second-in-command and resident weapon specialist. "_We're ready to go when you are. I'm ready to start bustin' Decepti-chops!_"

"Good, how are the new recruits? Are they in place?" asked Optimus.

"_Well, most of them are in positions…except for two,_" said Ironhide.

"Which ones?" asked Optimus.

"_Take a wild guess, Prime,_" said Ironhide. Optimus groaned loudly.

…

Two years ago, Optimus had sent a message out into space, informing any other Autobots of their current situation and inviting them to join the Autobots on Earth as their temporary new home until a new way to restore Cybertron could be found. The response was rather disappointing with only a handful of Autobot soldiers arrived, some familiar to Optimus Prime and his group, some new. Among the newcomers was a rather strange pair, who had chosen the most unimaginable vehicle mode in existence.

In the backstreets of Shanghai, close to the estate, moving through the shadows was an old ice cream truck. Not the most common vehicle found on the streets at 2am in the morning, the ice cream truck made its way slowly through the dark and dingy streets, a pair of large headlamps leading the way. The ice cream truck was pink and white in colour, the lower portion which covered the wheels, doors and the front bonnet being pink and the roof and window areas being white. The vehicle had a 1950s-styled design to it, with a large and rounded bonnet and front grill taking up most of the vehicle, the rest of the vehicle looking rather cramped. Several stickers were placed all over the vehicle, most interestingly a large sticker on the right hand side of the truck, with an inscription on it saying "Suck on our popsicles, Decepticons!".

The front half of rusting truck moved on quite smoothly, but the back half seemed to be juddering quite violently, as if the truck was about to fall off. The back wheels suddenly screeched and began going in the opposite direction of the front wheels, reversing the truck. The front wheels revved themselves and moved forward, the two sets of wheels fighting for directional control. The ice cream truck suddenly drove out of control and hit a brick wall, setting of the truck's sound system which belted out an out-of-tune melody. As the truck reversed and shut off the sound system, several young Chinese children appeared at the window. They waited expectantly at the side window for an ice cream vendor to appear, but none did. An impatient boy angrily smacked the side of the truck, causing the truck to suddenly rev its engine, its wheels spinning. The children leapt away in shock as the truck suddenly sped off down the road out of sight. For a brief moment, the children look downhearted, until the impatient boy pointed at the ground, revealing a pile of ice lollies for the children.

The ice cream truck drove on. It passed by an alleyway, where three identical Buell Firebolt motorcycles were parked, three leatherclad biker ladies sitting on each bicycle. The three motorcyclists moved their pink, blue and purple-coloured bikes out of the alley and followed after the ice cream truck. The lead rider on the pink motorcycle rode up beside the ice cream truck's driver window – no one was in the seat.

"What are you doing?" she asked, or more specifically, the motorcycle asked.

"Trying to find a good place to jump the Decepticons," said the ice cream truck.

"I thought we were trying to flirt with that red convertible back there-"said a second voice from the back of the ice cream truck, the first voice silencing him with a harsh hush.

"You mean you were slacking off…again," said the pink motorcycle violently.

"No we weren't…it was Mudflap's fault," said the front half of the truck.

"My fault!? Why it my fault, Skids?" cried the back end, named Mudflap.

"You're the one who reversed and tried to make a run for it," snapped Skids. "You are supposed to be my backup."

"I was backing up," shouted Mudflap.

"Not that kind of backup you moron!" cried Skids.

"What did you call me?!" retorted Mudflap.

"You heard me, you are a moron!" repeated Skids.

"Well, we come from the same protoform, so that makes you a moron too!" said Mudflap.

"No it doesn't!" shouted Skids.

Two mechanical arms appeared on opposite sides of the ice cream truck and started beating the other side, causing the vehicle to wobble about, and the ice cream truck managed to stop before it tipped itself over.

"Alright, shut up!" shouted the blue motorcycle, parking up beside the pink motorcycle and the ice cream truck duo. "You're gonna give me a pain in my core processor!"

"I agree, stop acting immature. We've got a job to do," said the purple motorcycle.

"You should stay out of this, this is a bot's job," said Skids arrogantly.

"Sexist," said the purple motorcycle.

"You wanna make something of it?" challenged Skids.

"Bring it on," said the purple motorcycle.

"Enough!" shouted the voice of Ironhide, as a black GMC Topkick pickup truck drove into the street. It transformed into a heavily armoured Autobot with a pair of cannons strapped to his shoulders. Ironhide stared rather menacingly down at the Twins and the three motorcycles. "Get back to your positions."

"Are you treating me like a subordinate, Ironhide?" snapped the blue motorcycle, the biker lady vanishing like a hologram, and the bike suddenly flipping up and transforming. The front portion of the bike shot forward to balance on the front wheel, the rest of the bike flying upwards and transforming into an Autobot with a feminine appearance.

Ironhide flinched as the motorcycle Autobot approached him with an annoyed glare.

"Chromia, I didn't really mean anything, I am just carrying out orders," said Ironhide.

"Well it doesn't give you the right to treat your own girlfriend as a soldier," said Chromia, prodding a finger into Ironhide's chest.

"Yes, dear," said Ironhide. A snigger came from the Twins, and they received several death glares from the other Autobots. "Now, Autobots, roll out!"

…

Lennox and his crew were now on the ground, weaving their way through a construction site in the estate, searching for thermal signs. Epps led the group, the soldiers now dressed in battle armour, helmets and carrying firearms that contained sabot rounds, a weapon capable of harming a Transformer. Epps came to a halt behind a pile of large metal cylinders used for gaspipes. He examined a thermal scanner in his hand.

"Oh, no," said Epps.

"What's wrong?" asked Lennox.

"We've got a thermal ripple," said Epps, displaying the scanner, the screen displaying a large amount of thermal energy on the screen.

The two were distracted by the sound of grinding and churning metal, loud and close, in fact right behind the pile of cylinders. They then looked up as a giant red armoured fist formed in the air. Lennox grabbed Epps and they divebombed out of the metal fist crashed down on the ground, sending the pile of cylinders flying. The other soldiers on the ground, including Fig and Graham, scattered as the cylinders bounced around. Some soldiers were not quick enough and were wounded or flattened into the ground by the heavy cylinders.

Lennox and Epps ran out into the opening to find a massive red Terex RH400 hydraulic mining excavator transforming. The large digger scoop at the front of the excavator split apart, as the rest split up and rose up on a massive wheel, the control booth splitting in two to form large shoulders. The split digger scoops formed individual clawed hands. A second wheel rose up on the back of the transforming robot. With the robot fully transformed, it bared down on the soldiers, its large red armoured head and yellow headlamps for eyes staring menacingly at its enemies.

"Open fire!" shouted Lennox, and on cue, every soldier left standing fired a spray of bullets at the Decepticon. Some appeared armed with bazookas, firing large projectiles at their enemy.

The Decepticon, Demolishor, was overwhelmed by the sudden amount of gunfire, parts of him damaged and even blown away as the humans fired upon him. His attention was drawn to several Blackhawk helicopters flying in. They too began opening fire upon him. Demolishor then leapt in battle himself, spinning in a circle on his wheel, his claws smashing apart anything in their path. Several helicopters were struck and fell to the ground, exploding on impact. Epps brought out a radio and shouted in it "Bring the rain!"

The helicopters fired large projectiles and bazooka rounds. These attacks hit Demolishor hard, but due to his massive bulk, he managed to keep himself from toppling over.

"You miserable organics! Your weapons are pitiful compared to my Cybertronian armour," laughed Demolishor, suddenly charging across the construction site and mowing down anything in his path, swatting at the Blackhawk choppers as if they were flies.

"Fall back!" cried Lennox, moving backwards out of Demolishor's path of destruction, the other soldiers following. Some were unlucky and became piles of blood and mush as Demolishor rolled by.

"You will all pay with your lives, for taking the life of our glorious leader, Megatron!" continued Demolishor as he seized two choppers out of the sky and smashed them together before dropping them down onto an approaching Chinese police car, creating a large explosion, before running the crashed vehicles over. "You and your Autobot allies will fall and I will consume your sparks and organic hearts in name of our mighty-"

"DEMOLISHOR! HELP ME!" screamed a terrified voice.

Demolishor and the soldiers looked across the construction site in astonishment as a shiny black and silver-coloured Audi R8 sports car raced by. He was pursued by the three female Autobot motorcycles. The pink one, Arcee, led the chase, followed by the blue bike Chromia, and the purple bike, Flareup, bringing up the rear.

"Sideways…" snarled Demolishor in annoyance, and instead of assisting his fellow Decepticon, Demolishor rolled off in the opposite direction, heading straight for a motorway.

."Prime, Ironhide, the big guy is heading straight for a freeway!" shouted Lennox into his radio.

"Then let's pursue him!" replied Optimus, leaping right off the side of the parking lot, and landing hard on the ground. He then transformed into his vehicle mode, a longnosed truck, coloured red and blue, and raced off after Demolishor.

…

Sideways raced his way through a warehouse, smashing apart whatever got in his way, hellbent on escaping his Autobot pursuers. A simple courier during the war on Cybertron, Sideways wasn't one for battle and avoided it at all costs, just as he was doing now. Arcee, Chromia and Flareup pursued, in vehicle mode with their holographic biker ladies riding on them to maintain a normal appearance in case they encountered any humans along the way.

Sideways smashed his way out of the doors at the other end of the warehouse, racing out into an open street, but was forced to swerve violently as the ice cream truck Twins raced in out of an alleyway. As the Twins nearly crashed into a wall, Sideways raced into another alleyway, the motorcycles following.

"Girls, we can't catch him like this, he'll just keep running," said Arcee, transforming and gaining a similar appearance to Chromia, the only difference being pink in colour and wearing a facemask which covered the lower half of her face. Chromia and Flareup followed. Flareup resembled the other two, but her head was shaped at the back into several spikes. Arcee opened fire upon Sideways with an energy blaster attached to her right arm. Chromia increased her speed and managed to catch up to Sideways, firing her large cannon right through Sideways midsection. Flareup followed, shooting a stream of bullets at Sideways from the other side.

Sideways then transformed himself into a silver and black Decepticon, the headlamps of the Audi forming his chest, and the doors flying upwards on his back. Sideways suddenly leapt into the air, heading straight for the side of a building.

The night was pretty peaceful for an elderly Chinese man and his son, the elderly man eating some classic Chinese food one might find in a takeaway, whilst his son read a newspaper. However, there was a sudden bang, a crash and the old man watched as his son dived to the floor. Several gushes of wind and large metal objects raced behind the old man and he turned around in time to see a line of robots race by, smashing their way through the opposite wall from the one they had come through, revealing a neighbour sitting naked in his bathtub staring in astonishment. The old man turned to his son as he got up from the floor.

"Son, I told you this choice of wallpaper would ruin the apartment," said the old man with a discouraging look on his brow. His son stared at him with a dazed expression.

Sideways smashed his way out of the building, immediately barrel rolling onto a road, and transforming into vehicle mode. Arcee, Chromia and Flareup gave chase, Flareup looking back to examine the damage they had unfortunately contributed too.

"How will the humans cover this up?" she asked.

"They somehow covered up that fight Optimus and the others had in New York a couple of years back, I'm sure they'll be able to cover this up too," said Chromia.

Sideways continued on, smashing apart a roadblock and barely missing a construction vehicle that was currently half buried in a ditch. He didn't miss the Twins as they raced out of another pathway, smashing into Sideways hard. Sideways ironically slipped sideways, landing upside-down, but he quickly transformed into robot mode again and ran away on foot. The Twins split apart in the midsection and slammed into separate walls. Arcee and the others braked and stopped beside the Twins as they both individually transformed into robot modes.

"Are you guys alright?" asked Arcee.

"Yeah, but no thanks to him," said Skids, glaring over to his brother Mudflap. Skids and Mudflap had very odd looking robot forms. Skids had a lopsided face, with large eyes and what appeared to be buckteeth. Mudflap mouth section was crooked and a pointed section underneath it resembled a goatee. Both had large hands, and feet which they stumbled about on.

"What? You're the one driving," said Mudflap.

The two were about to get into another brawl when Arcee got in between them.

"Don't start that again," said Arcee, before speaking into an inbuilt communication device. "Sideswipe, Jolt, you're up!".

…

Sideways was still going, running on foot, not caring how many humans saw him as long as he escaped. However, he grinded to a halt as a silver Chevrolet Corvette whizzed around a corner, and transformed into Sideswipe, an Autobot warrior. Sideswipe has a streamlined body, silver in colour, and closely resembled Jazz, a deceased Autobot special operations expert. He had a spiked head with a crown made out of curved silver pieces of metal. Large blades were attached to his arms, and his legs went bent backwards and resembled that of a bird. Large wheels were in place of his feet.

"What's up, Sideways?" asked Sideswipe, casually waving to the Decepticon.

"Sideswipe. Of all the damn Autobots I had to run into, it had to be you," said Sideways.

"Oh, so rude. You're not thinking about running away are you?" asked Sideswipe, placing his hands on his hips.

"I do not fear you," hissed Sideways.

"Really? Why are you backing away then?" asked Sideswipe. He was right; Sideways was indeed slowly backing away.

"You are the only Autobot here, so I can easily take you down," said Sideways, suddenly plucking up some courage and producing a spiked chained mace.

"Tell that to Jolt," said Sideswipe. Sideways saw something out of the corner of his optic sensor and whirled around to find another Autobot staring at him. This was Jolt, a mechanic of sorts as well as a warrior. He had a blue and grey-coloured face and interestingly, possessed yellow eyes compared to the other Autobots. A car's bonnet and headlamps made up his chest, while the back of the car completely covered his back. Jolt produced two small spiked devices from both of his arms.

"Hold still, please," said Jolt and connected the devices to Sideways, unleashing a blast of electricity into the Decepticon. Sideways shuddered violently as the electrical bolts fried him and he collapsed to the ground, knocking him into stasis lock.

Sideswipe strode over to Jolt as he retracted his electro-spikes.

"Nice work, Jolt the Volt," said Sideswipe, smacking his comrade hard on the back. "He'll be out for a while."

"Don't call me that. Prime said we should take him into custody for interrogation," said Jolt.

"No problem, Jolt. Load him up, I'm going to help Prime and Ironhide," said Sideswipe. Before Jolt could object, Sideswipe raced off out of sight.

Jolt shook his head in annoyance and used a pair of large whip-like objects, wrapped them around Sideways body and loaded him onto his back as he transformed into a blue-coloured Chevrolet Volt and drove off after Sideswipe.

…

Ironhide raced down a road in vehicle mode, followed by several military vehicles. He saw the giant form of Demolishor heading straight for a freeway, flattening every car in his path, knocking down street signs and streetlamps. He then spotted Optimus driving up a bridge to meet Demolishor. Optimus transformed into robot mode and sprung into the air just as Demolishor smacked into an overpass bridge and spectacularly blew it to pieces as he rolled on, pieces of the overpass, cars, and wreckage went flying in all directions. Optimus dived for Demolishor, landing on his face and holding on for dear life.

"Get off my face, you insect!" roared Demolishor, trying to prize Optimus off of his head. "You are nothing to the Decepticons, nor our leader Megatron!"

"Pull over, big guy!" shouted Optimus. "Megatron is dead, and soon you'll join him!"

Optimus raised an ion cannon blaster from a slot on his back and fired at Demolishor, shooting him right between the eyes. Parts of Demolishor's head were blown apart, and one of his eyes fell out. Demolishor roared in pain, steering uncontrollably until he drove right off the highway, rolling down a steep hill. Optimus flung himself off the falling Decepticon and watched as Demolishor tumbled all the way into an old warehouse at the bottom of the hill. Optimus stood up and recovered, inspecting his body for damage.

"Prime!" shouted Ironhide, running up to him along the hill. Sideswipe raced up behind him in vehicle mode, transforming into robot mode. Lennox and co. drove up in military buggies.

"The bigger they are the harder they fall," said Optimus, priming his cannon. "Demolishor poses a threat. He'll have to be eliminated."

"We got Sideways, but he will unlikely tell much," said Sideswipe.

"Sideways? That little coward of the Decepticon?" asked Ironhide. Sideswipe nodded in confirmation.

"Very well then, we'll interrogate Demolishor as best as we can," said Optimus.

"Great, well let's get down there," said Sideswipe. He attempted to walk down the steep hill but having wheels for feet wasn't the best option, resulting in the Autobot racing uncontrollably down the hill and smacking into the side of the warehouse before tumbling over. Optimus and Ironhide walked quickly down the hill and saw a dazed-looking Sideswipe get to his feet and stumble around. He waved at them clumsily and shouted "I'm alright!", before falling over again.

As Ironhide helped Sideswipe to his feet, Optimus cautiously walked into the warehouse. The place was a mess, likely due to Demolishor's sudden entrance into the building. A gunship helicopter flew into view and aimed a searchlight through a hole in the roof down in the warehouse, revealing the collapsed form of Demolishor, one of his wheels had fallen off and his arms were either crushed or hanging loosely from his body. His head was heavily wounded. Ironhide, Sideswipe and the soldiers wandered in, their weapons aimed at the giant Decepticon.

"You punkass Decepticon!" said Ironhide.

"Tell us, Demolishor, why are you hiding out in Shanghai?" asked Optimus, aiming his ion cannon at Demolishor's head.

"I will never reveal our secrets to you," said Demolishor with a snarl, glancing up at the Autobots.

"We'll see about that," said Sideswipe, raising one of his blades, but he was stopped by Optimus.

"Very well then, any last requests?" asked Optimus.

"No requests. Just a warning," said Demolishor. "This world is not for you to rule. The Fallen shall rise again."

The Autobots and soldiers exchanged worried glances, Optimus glared down at Demolishor.

"Well that can't be good," said Epps, lowering his gun slightly.

"Not on this planet," said Optimus. "Nor on any other."

Optimus fired at Demolishor, blowing his head to pieces. He then fired again, shooting a hole right through Demolishor's torso, obliterating his spark chamber in the process. The giant Decepticon lay motionless, another casualty of war.

"That was a bit harsh, Optimus," said Lennox, approaching Optimus. He looked up but saw that the Autobot had a troubled, almost scared look on his face.

"Prime?" asked Ironhide, placing a hand on Optimus' shoulder. Optimus turned to Ironhide on cue.

"I'm concerned. We'll have to talk to Ratchet about this," said Optimus.

"General Morshower will want to know about this too, Optimus," said Lennox.

"Indeed," said Optimus. "But, right now, we better do something about Demolishor."

"Right," said Lennox, pulling out a radio from his belt. "We'll need to airlift an NBE corpse out of the city and dispose of it. ASAP!"

"_Roger that!_" said a person on the line.

Optimus turned and walked away, not glancing back at Demolishor as he walked out of the warehouse, followed by Ironhide and Sideswipe. The Twins, who were currently hitting eachother, Arcee, Chromia, Flareup and Jolt, with an unconscious Sideways lying in front of him, awaited Optimus.

"Are you alright, Optimus?" asked Arcee as he approached.

"Affirmative," said Optimus. "Ironhide, prepare Sideways for transport." He heard Jolt let out a small cheer.

"Did we get to the bottom of why the Decepticons are here?" asked Chromia, pushing the two Twins apart with a flying kick to their heads.

"No exactly, but Demolishor said something about someone called the Fallen," said Sideswipe. The other Autobots all exchanged puzzled glances.

"Never heard of them," said Skids.

"Me neither," added Mudflap.

Optimus got headshakes from Arcee, Chromia, Flareup and Jolt, confirming no knowledge among them. Optimus sighed deeply in frustration.

"Never mind, for now. Autobots, transform and roll out!" said Optimus, and on command, all of the Autobots transformed into their respective vehicle modes and drove off towards a growing group of military vehicles.

…

**Leave comments if you want, but no flaming or saying the whole thing is ****. However, constructive commentary and criticism is allowed. I decided to extend Sideways' role to more than just being there to show off a car, and become more a character. Sideswipe, Arcee, Chromia, Flareup and Jolt will be given more screentime in the fanfic, and Jolt will be more than just an excuse to show off an eco-friendly car. I also hope to include Barricade into the plot, as I had him survive my adaptation of the first film. **


End file.
